The Conversation (0)
Gran Tierra Energy Inc. ("Gran Tierra" or the "Company") (NYSE American:GTE) (TSX:GTE) (LSE: GTE) today announced that it is conducting a solicitation (the "Consent Solicitation") of consents (the "Consents") from Holders of its 9.750% Senior Secured Amortizing Notes due 2031 (the "Notes") to effect certain proposed amendments (the "Proposed Amendments") to the indenture dated as of February 18, 2026, under which the Notes were issued (the "Indenture"), pursuant to the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated September 11, 2026 (the "Consent Solicitation Statement"). Any capitalized terms used in this press release without definition have the respective meanings assigned to such terms in the Consent Solicitation Statement.
| Notes | CUSIP/ISIN Numbers | Principal Amount Outstanding | Consent Fee |
| 9.750% Senior Secured Amortizing Notes due 2031 | Rule 144A: 38500T AD3 / US38500TAD37 Regulation S: U37016 AF6 / USU37016AF67 | US$479,353,000 | US$2.50 per US$1,000 |
As previously announced, on August 5, 2026, the Company entered into a Share Sale and Purchase Agreement (as it may be amended from time to time in accordance with its terms, the "Share Purchase Agreement") with Établissements Maurel et Prom S.A., a company organized and existing under the laws of France ("M&P"), Maurel & Prom Andina S.A.S., a company organized and existing under the laws of France and an indirect wholly owned subsidiary of M&P ("Purchaser"), and the other parties thereto, whereby, among other things, Gran Tierra Energy International Holdings GmbH, a company organized and existing under the laws of Switzerland and an indirect wholly owned subsidiary of the Company, has agreed to sell all of the issued and outstanding equity interests of Gran Tierra Energy CI GmbH, a company organized and existing under the laws of Switzerland and an indirect wholly owned subsidiary of the Company ("GTECI"), to Purchaser (the transactions contemplated by the Share Purchase Agreement, the "Sale"). At Completion (as defined in the Share Purchase Agreement), among other things, Purchaser will assume the performance of every covenant and all obligations of the Company under the Indenture, the Notes, and the applicable collateral documents (to the extent not released) (the "Note Assumption").
The Proposed Amendments would (i) enable the Note Assumption by releasing certain collateral, waiving debt coverage tests related to successor issuers for purposes of the Sale and providing that the Sale is not a Change of Control under the Indenture, (ii) update the definition of "GAAP" in the Indenture to include International Financial Reporting Standards as issued and interpreted by the International Accounting Standards Board and accounting principles that are recognized as being generally accepted in France, (iii) update the financial reporting covenant, including to reflect that neither M&P nor Purchaser is an SEC-reporting company and to permit the reporting of hydrocarbon proved reserve information pursuant to the Petroleum Resources Management System of the Society of Petroleum Engineers, and (iv) provide that certain acquisitions of working interests in the Sinu-9 gas license in Colombia by Purchaser or any Restricted Subsidiary (as defined in the Indenture) from certain affiliates of M&P will be considered a "Permitted Investment" under the Indenture. No other changes will be made to the Indenture or the Notes. The interest rate, payment terms, and maturity date of the Notes will remain the same, and the Notes will remain secured by a first-ranking pledge by GTECI in respect of all of the quotas and other equity securities of any kind of Gran Tierra Energy Colombia GmbH and Gran Tierra Operations Colombia GmbH.
The Proposed Amendments must be consented to by Holders of not less than 50% in aggregate principal amount of the Notes outstanding (the "Requisite Consents") in order to be effective.
Subject to the terms and conditions of this Consent Solicitation Statement, the Company is offering Holders of Notes who validly deliver (and do not validly revoke) their consents prior to the Expiration Time (as defined below) (each such Holder a "Consenting Holder") consent consideration equal to US$2.50 per US$1,000 in principal amount of Notes held by such Consenting Holder (the "Consent Fee") payable on the closing date of the Sale.
Consummation of the Consent Solicitation and payment of the Consent Fee are conditioned upon the satisfaction or waiver of the conditions described in the Consent Solicitation Statement, including, among other things, obtaining the Requisite Consents and the completion of the Sale. If the Requisite Consents have not been obtained by the Expiration Time (as defined below), the Company may, in its discretion and without limitation, extend the Consent Solicitation in order to seek to obtain the Requisite Consents or cause the other conditions to the Consent Solicitation to be satisfied.
Holders of the Notes must validly deliver their Consents at or prior to 5:00 p.m., New York City time, on September 22, 2026, unless extended or earlier terminated by the Company, in its sole discretion (such date and time, as the same may be extended or earlier terminated, the "Expiration Time"). A Holder may validly revoke its Consent prior to the earlier of the Expiration Time and the time of execution of the Supplemental Indenture (such date and time, as the same may be extended, the "Withdrawal Deadline"). Holders who deliver their Consents at or prior to the Expiration Time (and do not validly revoke such Consents at or before the Withdrawal Deadline) will be eligible to receive the Consent Fee.
If the Requisite Consents are received, it is expected that a Supplemental Indenture setting forth the Proposed Amendments will be entered into by the Company, the Note Guarantors and the Trustee promptly after receipt of such Requisite Consents, whether before or after the Expiration Time. The Supplemental Indenture will give effect to the Proposed Amendments and will be effective upon execution, but will only become operative on the closing date of the Sale.
The Company reserves the right to modify the Consent Solicitation Statement and the terms and conditions of the Consent Solicitation or to terminate the Consent Solicitation.
BofA Securities, Inc. is serving as sole Solicitation Agent in the Consent Solicitation and D.F. King & Co. Inc. has been retained to serve as the Information and Tabulation Agent. Persons with questions regarding the Consent Solicitation should contact BofA Securities, Inc. at (toll free) (888) 292-0070 or (collect) (646) 855-8988. Requests for the Consent Solicitation Statement should be directed to D.F. King & Co. Inc., at (toll free) (888) 548-6498, (banks and brokers) (646) 582-9168 or by email to gte@dfking.com.
None of the Company, the Solicitation Agent, the Trustee under the Indenture, or the Information and Tabulation Agent makes any recommendation as to whether or not Holders should deliver Consents in the Consent Solicitation.
This press release is not a solicitation of consents with respect to the Proposed Amendments or otherwise. The Consent Solicitation is being made solely through the Consent Solicitation Statement referred to above and related materials. The Consent Solicitation is not being made to Holders of Notes in any jurisdiction where the making of the Consent Solicitation would not be in compliance with the laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Consent Solicitation to be made by a licensed broker or dealer, the Consent Solicitation will be deemed to be made on the Company's behalf by the Solicitation Agent or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. Neither the Consent Solicitation Statement nor any documents related to the Consent Solicitation have been filed with, or approved or reviewed by, any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Consent Solicitation Statement or any documents related to the Consent Solicitation, and it is unlawful and may be a criminal offense to make any representation to the contrary.
Contact Information
For investor and media inquiries please contact:
Gary Guidry, Chief Executive Officer
Ryan Ellson, Executive Vice President & Chief Financial Officer
+1-403-265-3221
info@grantierra.com
About Gran Tierra Energy Inc.
Gran Tierra Energy Inc., together with its subsidiaries, is an independent international energy company currently focused on oil and natural gas exploration and production in Canada, Colombia, Ecuador and Azerbaijan. Upon completion of the Sale described in this press release, the Company's producing operations will be focused on Canada, and the Company will continue to pursue its exploration interests in Azerbaijan and additional new growth opportunities that would further strengthen the Company's portfolio. The Company's common stock trades on the NYSE American, the Toronto Stock Exchange and the London Stock Exchange under the ticker symbol GTE. Additional information concerning Gran Tierra is available at www.grantierra.com. Except to the extent expressly stated otherwise, information on the Company's website or accessible from our website or any other website is not incorporated by reference into and should not be considered part of this press release. Investor inquiries may be directed to info@grantierra.com or (403) 265-3221.
Gran Tierra's filings with the U.S. Securities and Exchange Commission (the "SEC") are available on the SEC website at http://www.sec.gov. Gran Tierra's Canadian securities regulatory filings are available on SEDAR+ at http://www.sedarplus.ca and UK regulatory filings are available on the National Storage Mechanism website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Forward Looking Statements and Legal Advisories:
This press release contains opinions, forecasts, projections, and other statements about future events or results that constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and financial outlook and forward looking information within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"), which can be identified by such terms as "expect," "plan," "can," "will," "should," "guidance," "estimate," "forecast," "intend," "anticipate," "believes," and "remains subject to," derivations thereof and similar terms are intended to identify forward-looking statements. Such forward-looking statements include, but are not limited to, the form and results of the Consent Solicitation; the Company's ability to obtain amendments to the Indenture; statements regarding the anticipated benefits of the Sale; the satisfaction of the conditions precedent to, and the timing of the completion of, the Sale; the receipt of the Requisite Consents of the Holders; the expected closing date of the Sale; the Note Assumption and the related reduction of the Company's net debt; the Company's strategy and growth plans in Canada and Azerbaijan.
The forward-looking statements contained in this press release are based on certain assumptions made by Gran Tierra based on management's experience and other factors believed to be appropriate. Gran Tierra believes these assumptions to be reasonable at this time, but the forward-looking statements are subject to risks and uncertainties, many of which are beyond Gran Tierra's control, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. All forward-looking statements are made as of the date of this press release and the fact that this press release remains available does not constitute a representation by Gran Tierra that Gran Tierra believes these forward-looking statements continue to be true as of any subsequent date. Actual results may vary materially from the expected results expressed in forward-looking statements. Gran Tierra disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
Important Information Regarding the Sale
This press release is neither a solicitation of a proxy nor an offer to purchase nor a solicitation of an offer to sell any securities. This press release is also not a substitute for any proxy statement or other filings that may be made with the SEC with respect to the Sale. Approval of the Sale will be submitted to the Company's stockholders for their consideration. The Company has filed a preliminary proxy statement with the SEC and will file a definitive proxy statement to be used to solicit stockholder approval of the transaction. Detailed information about the Sale is contained in the preliminary proxy statement and will be contained in the definitive proxy statement and other documents to be filed with the SEC and disseminated to stockholders prior to the meeting.
